Exhibit 25-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ¨ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
US BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| A National Banking Association | 31-0841368 | |
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) | |
800 Nicollett Mall Minneapolis, Minnesota | 55402 | |
| (Address of principal executive offices) | (Zip code) | |
Monique L. Green
US Bank National Association
II James Center – 18th Floor
1021 East Cary Street, Suite 1850
Richmond, Virginia 23219
804-343-1566
(Name, address and telephone number of agent for service)
GANNETTCO., INC.
(Exact name of obligor as specified in its charter)
| Delaware | 16-0442930 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
7950 Jones Branch Drive McLean, VA | 22107 | |
| (Address of principal executive offices) | (Zip code) | |
Debt Securities
(Title of the indenture securities)
Exhibit 25-1
Item 1.General Information. Furnish the following information as to the trustee:
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Treasury Department
Washington, D.C.
| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
Item 2.Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because to the best of the Trustee’s knowledge, the obligor is not in default as provided under Item 13.
Item 15.Foreign Trustee. Not applicable.
Item 16.List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
| Exhibit 1. | A copy of the Articles of Association of the trustee.* | |
| Exhibit 2. | A copy of the certificate of authority of the trustee to commence business. | |
| Exhibit 3. | A copy of the certificate of authority of the trustee to exercise corporate trust powers. | |
| Exhibit 4. | Copy of existing By-laws of the trustee.** | |
| Exhibit 5. | Not applicable. | |
| Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
| Exhibit 7. | Report of Condition of the trustee as of December 31, 2011 published pursuant to law or the requirements of its supervising or examining authority. | |
| Exhibit 8. | Not applicable. | |
| Exhibit 9. | Not applicable. | |
| * | Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on Form S-4, Registration Number 333-128217 filed on November 15, 2005. |
| ** | Incorporated by reference to Exhibit 25.1 to registration statement on Form S-4, Registration Number 333-166527 filed on May 5, 2010. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, US Bank National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Richmond and Commonwealth of Virginia on the 31st day of December, 2011.
| US BANK NATIONAL ASSOCIATION |
| /s/ Monique L. Green |
Monique L. Green Vice President |
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF CORPORATE EXISTENCE
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.
| IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010. | ||
 |
| |
| Acting Comptroller of the Currency |
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF FIDUCIARY POWERS
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat.668, 12 U.S.C, 92 a, and that the authority so granted remains in full force and effect on the date of this Certificate.
| IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010. | ||
 |
| |
| Acting Comptroller of the Currency |
Exhibit 6
December 31, 2011
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned, US BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
| Very truly yours, |
| US BANK NATIONAL ASSOCIATION |
| /s/ Monique L. Green |
| Monique L. Green |
| Vice President |
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2011
($000’s)
| 12/31/2011 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 13,960,499 | ||
Securities | 69,485,200 | |||
Federal Funds | 11,887 | |||
Loans & Lease Financing Receivables | 204,182,862 | |||
Fixed Assets | 5,472,961 | |||
Intangible Assets | 12,446,662 | |||
Other Assets | 24,910,739 | |||
|
| |||
Total Assets | $ | 330,470,810 | ||
Liabilities | ||||
Deposits | $ | 236,091,541 | ||
Fed Funds | 7,936,151 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 377,634 | |||
Other Borrowed Money | 34,507,710 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 5,945,617 | |||
Other Liabilities | 10,944,902 | |||
|
| |||
Total Liabilities | $ | 295,803,555 | ||
Equity | ||||
Minority Interest in Subsidiaries | $ | 1,926,211 | ||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,133,323 | |||
Undivided Profits | 18,589,521 | |||
|
| |||
Total Equity Capital | $ | 34,667,255 | ||
Total Liabilities and Equity Capital | $ | 330,470,810 | ||